Logitech 2015 Annual Report Download - page 172

6.2 Shareholders’ Resolutions for which a Particular Majority is Required
In general, the resolutions of the general meeting of shareholders are passed with a simple majority
of the votes cast. However, a number of resolutions may only be passed with a majority of two-thirds of
the votes represented, including the following.
• change in the Company’s corporate purpose;
• creation of shares with privileged voting rights;
• restriction of the transferability of the shares;
• creation of authorized or conditional capital;
• capital increases to be paid-in by means of existing reserves, against contributions in kind, or
conducted with a view to the acquisition of specific assets;
• grant of special benefits;
• suppression or limitation of the shareholders’ preferential subscription right;
• change of the registered office of the Company; and
• liquidation of the Company.
6.3 Convocation of the General Meeting of Shareholders
The Board of Directors generally convenes a general meeting of shareholders. The convocation
notice is made in writing and under Swiss law must be sent to each registered shareholder at the address
recorded in the share register at least 20 days prior to the meeting.
Under our Articles of Incorporation one or more shareholders who represent together at least 10%
of the share capital of the Company may demand that the Board of Directors convene a meeting. Such
demands must be made in writing and received by the Board of Directors at least 60 days before the date
of the proposed meeting.
The Company has received an exemption from compliance with a Nasdaq listing standard that
requires that the quorum for shareholder meetings be at least 331/3% of the outstanding voting shares.
Under Swiss law, public companies do not have specific quorum requirements for shareholder meetings.
Accordingly, Logitech, like most other Swiss public companies, does not observe quorum requirements
with respect to its shareholder meetings. In compliance with Swiss law, Logitech sends an invitation to
all of its registered shareholders and publishes the notice of the meeting in the Swiss financial press. It
also sends a proxy statement, or a notice of availability of the proxy statement, in either case prepared in
accordance with U.S. securities laws, to all registered shareholders and all beneficial shareholders where
requested by the registered shareholder or required by law. Logitech has combined the invitation required
under Swiss law and the proxy statement required under U.S. law into one document, titled Invitation and
Proxy Statement, for its 2015 Annual General Meeting, and combined it with its Annual Report required
under Swiss law and U.S. law to create one convenient document for shareholders. Also, to encourage
attendance, Logitech holds its Annual General Meeting close to its operations in Switzerland.
6.4 Shareholders’ Right to Place Items on the Agenda of a Meeting
Under the Company’s Articles of Incorporation, one or more registered shareholders who together
represent shares representing at least the lesser of (i) one percent of the Company’s issued share capital
or (ii) an aggregate par value of one million Swiss francs, may demand that an item be placed on the
agenda of a meeting of shareholders.
A request to place an item on the meeting agenda must be in writing, describe the proposal and
be received by our Board of Directors at least 60 days prior to the date of the meeting. Demands by
registered shareholders to place an item on the agenda of a meeting of shareholders should be sent to:
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Annual Report Fiscal Year 2015